0001354488-16-007566 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 19th, 2016 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2016, between CEL-SCI Corporation, a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT SERIES Z CEL-SCI CORPORATION
Cel Sci Corp • May 19th, 2016 • Biological products, (no disgnostic substances)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November 23, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on November 23, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CEL-SCI Corporation, a Colorado corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

STRICTLY CONFIDENTIAL Cel-Sci Corporation
Letter Agreement • May 19th, 2016 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
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